SEC Form SC 13G filed by Instructure Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Instructure Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01
(Title of Class of Securities)
457790103
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
Names of Reporting Persons
Thoma Bravo UGP, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
122,065,804 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
122,065,804 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
122,065,804 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
86.93%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Calculated based on 140,423,852 shares of Common Stock, $0.01 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021. |
| 1. |
Names of Reporting Persons
Thoma Bravo Partners XIII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
122,065,804 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
122,065,804 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
122,065,804 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
86.93%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 140,423,852 shares of Common Stock, $0.01 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021. |
| 1. |
Names of Reporting Persons
Thoma Bravo Fund XIII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
56,619,128 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
56,619,128 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
56,619,128 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
40.32%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 140,423,852 shares of Common Stock, $0.01 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021. |
| 1. |
Names of Reporting Persons
Thoma Bravo Fund XIII-A, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
64,373,352 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
64,373,352 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
64,373,352 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
45.84%(1) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Calculated based on 140,423,852 shares of Common Stock, $0.01 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021. |
| 1. |
Names of Reporting Persons
Thoma Bravo Executive Fund XIII, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With |
5. | Sole Voting Power
0 | ||||
| 6. | Shared Voting Power
1,073,324 | |||||
| 7. | Sole Dispositive Power
0 | |||||
| 8. | Shared Dispositive Power
1,073,324 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,073,324 | |||||
| 10. | Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
☐ | |||||
| 11. | Percent of Class Represented By Amount in Row (9)
*(1)(2) | |||||
| 12. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Beneficial ownership representing less than 1% is denoted with an asterisk (*) |
| (2) | Calculated based on 140,423,852 shares of Common Stock, $0.01 par value per share outstanding as of October 29, 2021 as reported on the Issuer’s Form 10-Q, filed on November 10, 2021. |
| Item 1(a). | Name of Issuer | |
| Instructure Holdings, Inc. (the “Issuer”) | ||
| Item 1(b). | Address of the Issuer’s Principal Executive Offices | |
| 6330 South 3000 East, Suite 700 Salt Lake City, UT 84121 | ||
| Item 2(a). | Names of Persons Filing | |
| This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: (i) Thoma Bravo UGP, LLC (ii) Thoma Bravo Partners XIII, L.P. (iii) Thoma Bravo Fund XIII, L.P. (iv) Thoma Bravo Fund XIII-A, L.P. (v) Thoma Bravo Executive Fund XIII, L.P. | ||
| Item 2(b). | Address of the Principal Business Office, or if none, Residence: | |
| C/O Thoma Bravo, L.P. 150 North Riverside Plaza, Suite 2800 Chicago, IL 60606 | ||
| Item 2(c). | Citizenship | |
| See responses to Item 4 on each cover page. | ||
| Item 2(d). | Title of Class of Securities | |
| Common Stock, par value $0.01 | ||
| Item 2(e). | CUSIP Number | |
| 457790103 | ||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): | |
| Not Applicable. | ||
| Item 4. | Ownership | |
| (a) Amount beneficially owned: | ||
| See response to Item 9 on each cover page. | ||
| (b) Percent of Class: | ||
| See response to Item 11 on each cover page. | ||
| (c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page.
Thoma Bravo Partners XIII, L.P. (“TB Partners XIII”) is the general partner of each of Thoma Bravo Executive Fund XIII, L.P. (“TB Exec Fund”), Thoma Bravo Fund XIII, L.P. (“TB Fund XIII”) and Thoma Bravo Fund XIII-A, L.P. (“TB Fund XIII-A”). Thoma Bravo UGP, LLC (“TB UGP”) is the ultimate general partner of TB Partners XIII. By virtue of the relationships described above, TB UGP and TB Partners XIII may be deemed to exercise voting and dispositive power with respect to the shares held directly by TB Exec Fund, TB Fund XIII and TB Fund XIII-A. The filing of this Statement shall not be construed as an admission that the Reporting Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement. | ||
| Item 5. | Ownership of Five Percent or Less of a Class | |
| Not Applicable. | ||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person | |
| Not Applicable. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company | |
| Not Applicable. | ||
| Item 8. | Identification and Classification of Members of the Group | |
| Not Applicable. | ||
| Item 9. | Notice of Dissolution of Group | |
| Not Applicable. | ||
| Item 10. | Certification | |
| Not Applicable. | ||
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 4, 2022
| THOMA BRAVO UGP, LLC | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO PARTNERS XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC Its: General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XIII-A, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO EXECUTIVE FUND XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
EXHIBIT LIST
| Exhibit A | Joint Filing Agreement, dated as of February 4, 2022 |
EXHIBIT A
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.01, of Instructure Holdings, Inc. (this “Agreement”), is being filed, and all amendments thereto will be filed, on behalf of each of the persons and entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: February 4, 2022
| THOMA BRAVO UGP, LLC | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO PARTNERS XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC Its: General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO FUND XIII-A, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |
| THOMA BRAVO EXECUTIVE FUND XIII, L.P. | ||
| By: Thoma Bravo UGP, LLC | ||
| Its: Ultimate General Partner | ||
| By: | /s/ Holden Spaht | |
| Name: | Holden Spaht | |
| Title: | Managing Partner | |